As filed with the Securities and Exchange Commission on June 8, 1998
Registration No. 333-44475
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------
LEGG MASON, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 52-1200960
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
-------
100 LIGHT STREET
BALTIMORE, MARYLAND 21202
(410) 539-0000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
-------
THEODORE S. KAPLAN
Senior Vice President
and General Counsel
Legg Mason, Inc.
100 Light Street
Baltimore, Maryland 21202
(410) 454-4073
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
-------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
-------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, please check the following box.
[ X ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
PROSPECTUS
- ----------
Subject to completion, dated June 5, 1998
2,572,156 Shares
LEGG MASON, INC.
Common Stock
($.10 Par Value)
-------
This Prospectus relates to 2,572,156 shares of Common Stock, $.10 par
value per share (the "Common Stock"), of Legg Mason, Inc. (the "Company") which
may be offered for sale by the Selling Stockholders named herein or by
pledgees, donees, transferees or other successors in interest. The sales of
shares of Common Stock hereunder will be for the account of the Selling
Stockholders or such other persons, and the Company will not receive any
proceeds from such sales.
The shares offered hereby may be sold by the Selling Stockholders, or by
pledgees, donees, transferees or other successors in interest, from time to
time on the New York Stock Exchange, trading "regular way," in brokerage
transactions effected through Legg Mason Wood Walker, Incorporated, a wholly-
owned subsidiary of the Company ("Legg Mason Wood Walker"), directly to one or
more purchasers, through agents, through underwriters or dealers or through a
combination of any such methods of sale, at a fixed price or prices, which may
be changed, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices, or at negotiated prices to which they agree.
Legg Mason Wood Walker and any such underwriter, dealer and agent may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholders or such other persons who may be effecting sales
hereunder. The Selling Stockholders or other persons effecting sales
hereunder, Legg Mason Wood Walker and any underwriters, dealers or agents that
participate with the Selling Stockholders in the distribution of shares of
Common Stock may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), and any commissions
received by them and any profit on the resale of the shares may be deemed to be
underwriting discounts and commissions under the Securities Act. The Selling
Stockholders or other persons effecting sales hereunder may agree to indemnify
Legg Mason Wood Walker and any such underwriter, dealer or agent against
certain liabilities, including liabilities under the Securities Act.
The Company has agreed to pay certain costs and expenses incurred in
connection with the registration of the shares of Common Stock offered hereby,
except that the Selling Stockholders will pay the fees of their own counsel and
will be responsible for certain other expenses. See "Selling Stockholders."
On June 3, 1998, the reported last sale price of the Common Stock on the
New York Stock Exchange was $60 1/16 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is June [ ], 1998.
<PAGE>
Information contained herein is subject to completion or amendment. An
amendment to the registration statement relating to these securities has been
filed with the Securities and Exchange Commission. These securities may not be
sold nor may any offers to but be accepted prior to the time the amendment to
the Registration Statement becomes effective. This Prospectus Supplement shall
not constitute and offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such State.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Reports, proxy
and information statements and other information filed with the Commission can
be inspected and copied during normal business hours at the public reference
facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at its regional offices at Seven World Trade
Center, 13th Floor, New York, New York 10048; and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained
at prescribed rates from the Public Reference Section of the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549. Such materials can also be
inspected on the Commission's Internet site at "http://www.sec.gov" and at the
offices of The New York Stock Exchange, 20 Broad Street, New York, New York
10005.
The Company has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement," which term shall encompass all
amendments, exhibits, annexes and schedules thereto), pursuant to the
Securities Act, and the rules and regulations promulgated thereunder, with
respect to the Common Stock offered hereby. This Prospectus does not contain
all of the information set forth in the Registration Statement, certain parts
of which are omitted in accordance with the rules and regulations of the
Commission, and to which reference is hereby made. Statements contained in
this Prospectus as to the contents of any contract, agreement or other document
referred to are not necessarily complete. With respect to each such contract,
agreement or other document filed as an exhibit to the Registration Statement,
reference is made to the exhibit for a more complete description of the matter
involved.
No dealer, salesman or any other person is authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus in connection with the offer
contained herein, and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company, the Selling
Stockholders, any other person effecting sales hereunder, or any underwriter.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any securities other than the registered shares of Common Stock to
which it relates, or an offer to any person in any jurisdiction where such an
offer would be unlawful. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that
there has been no change in the affairs of the Company since the date hereof,
or that the information contained or incorporated by reference herein is
correct as of any time subsequent to the date hereof.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents heretofore filed by the Company under the
Exchange Act (File No. 1-8529) with the Commission are incorporated herein by
reference: (1) the Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1997; (2) the Company's Quarterly Reports on Form 10-Q for the
quarters ended June 30, 1997, September 30, 1997 and December 31, 1997; and (3)
the description of the Company's Common Stock contained in the Amendment on
Form 8 filed April 25, 1997 amending the Company's Registration Statement on
Form 8-A.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of this offering shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
2
<PAGE>
The Company will provide, without charge, to each person to whom this
Prospectus has been delivered, upon written or oral request of such person, a
copy of any or all of the documents referred to above which have been or may be
incorporated by reference herein, other than exhibits to such documents (unless
such exhibits are specifically incorporated by reference therein). Requests
for such copies should be directed to Legg Mason, Inc., 100 Light Street,
Baltimore, Maryland 21202, Attention: Charles A. Bacigalupo, Secretary,
telephone number (410) 539-0000.
THE COMPANY
The Company is a holding company which, through its subsidiaries, is
engaged in securities brokerage and trading, investment management of
institutional and individual accounts and Company-sponsored mutual funds,
investment banking for corporations and municipalities, commercial mortgage
banking and provision of other financial services. The Company's principal
broker-dealer subsidiary is Legg Mason Wood Walker, a full service regional
broker-dealer and investment banking firm operating primarily in the Eastern
and Mid-South regions of the United States. The Company's principal investment
advisory subsidiaries are Western Asset Management Company, Brandywine Asset
Management, Inc. ("Brandywine"), Legg Mason Fund Adviser, Inc., Bartlett & Co.
and Batterymarch Financial Management, Inc. Through Legg Mason Wood Walker and
its predecessors, the Company has been engaged in the securities business since
1899.
The executive offices of the Company are located at 100 Light Street,
Baltimore, Maryland 21202, and its telephone number is (410) 539-0000. Unless
the context otherwise requires, all references to the "Company" herein include
Legg Mason, Inc. and its predecessors and subsidiaries.
SELLING STOCKHOLDERS
The following table sets forth the names of the Selling Stockholders and
the number of shares of Common Stock owned by each of them and offered
hereunder. Except for the shares listed below and an aggregate 218,993 shares
subject to stock options exercisable within 60 days of the date of this
Prospectus held by Messrs. Hoffman, Jamison, Kuensell, Smith and Trumpbour
which have been registered pursuant to a registration statement on Form S-8,
none of the Selling Stockholders is presently the beneficial owner of any
shares of Common Stock.
3
<PAGE>
NAME NUMBER OF SHARES
---- ----------------
Robert F. Boyd 11,687
Benedict E. Capaldi 155,446
Luz E. Carey 977
Alexander C. Cutler 1,955
Judy L. DiMaio 977
Paul D. Ehrlichman 188,687
Earl J. Gaskins 4,888
W. Anthony Hitschler 823,184
David F. Hoffman 25,419
Michael D. Jamison 178,910
Scott L. Kuensell 18,575
Paul R. Lesutis 214,106
Carl M. Lindberg 255,167
Henry F. Otto 165,223
Willard J. Scott 58,659
Stephen S. Smith 394,972
Steven M. Tonkovich 25,419
Edward A. Trumpbour 47,905
---------
Total 2,572,156
The 2,572,156 shares of Common Stock to which this Prospectus relates
were acquired by the Selling Stockholders from the Company in connection with
the Company's acquisition on January 16, 1998 of Brandywine, an investment
advisory firm located in Wilmington, Delaware (the "Acquisition"). Pursuant to
the acquisition agreement, 10% of the shares owned by each person included in
the above table is being held in an escrow that will terminate one year after
the closing date of the Acquisition. The purpose of the escrow is to secure
contingent obligations to indemnify the Company in certain circumstances under
the terms of the acquisition agreement.
The Company and the Selling Stockholders have agreed that the Company
will pay the costs and expenses incurred in connection with the registration of
the Common Stock and this offering, except that the Selling Stockholders shall
pay the fees of their own counsel and shall be responsible for all selling
commissions and all transfer taxes and related charges in connection with the
offer and sale of such shares. In addition, the Company has agreed to
indemnify the Selling Stockholders against liability arising from actual or
alleged misstatements in the Registration Statement of which this Prospectus
forms a part (other than liabilities arising from information supplied by a
Selling Stockholder for use in the preparation of the Registration Statement),
and the Selling Stockholders have agreed to indemnify the Company against
liability arising from actual or alleged misstatements or omissions in the
Registration Statement as the result of misstatements or omissions in the
information supplied by the Selling Stockholders for use in the preparation of
the Registration Statement.
4
<PAGE>
PLAN OF DISTRIBUTION
The sale of all or a portion of the shares of Common Stock offered hereby
by the Selling Stockholders, or by pledgees, donees, transferees or other
successors in interest, may be effected through underwriters or dealers,
directly to one or more purchasers, through agents, on the New York Stock
Exchange, trading "regular way," in brokerage transactions effected through
Legg Mason Wood Walker, or through a combination of any such methods of sale.
Any underwriter, dealer or agent involved in the offer and sale of the Common
Stock in an underwritten offering will be named in an applicable prospectus
supplement. The distribution of the Common Stock may be effected from time to
time in one or more transactions at a fixed price or prices, which may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices.
<PAGE>
Legg Mason Wood Walker and any underwriters or agents may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholders or such other persons who may be effecting sales
hereunder. Underwriters may sell Common Stock to or through dealers, and such
dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents. The Selling Stockholders or other persons
effecting sales hereunder, any such underwriters, dealers and agents, and Legg
Mason Wood Walker may be deemed to be "underwriters" within the meaning of the
Securities Act, and any discounts or commissions they receive and any profit on
the sale of the Common Stock they realize may be deemed to be underwriting
discounts and commissions under the Securities Act. Any discounts, commissions
or other compensation paid by the Selling Stockholders to underwriters, dealers
or agents in connection with an underwriting offering will be described in an
applicable prospectus supplement.
The Selling Stockholders or other persons effecting sales hereunder may
agree to indemnify Legg Mason Wood Walker and any such underwriters, dealers
and agents against certain liabilities, including liabilities under the
Securities Act.
Pursuant to the acquisition agreement and an agreement entered into among
the Selling Stockholders, there are certain limitations on the aggregate number
of shares that can be sold hereunder during certain periods by the Selling
Stockholders. For the period beginning the date of this Prospectus and ending
November 1, 1998, the aggregate number of shares that can be sold by all of the
Selling Stockholders is 386,123 shares, less the total number of shares of
Common Stock sold by the Selling Stockholders in one or more underwritten
public offerings effected pursuant to the Registration Statement or otherwise.
EXPERTS
The consolidated statements of financial condition as of March 31, 1997
and 1996 and the consolidated statements of earnings, cash flows, and
stockholders' equity for each of the three years in the period ended March 31,
1997, and the consolidated financial statement schedules listed in Item
14(a)(1) and (2) of the 1997 Form 10-K incorporated by reference in this
Prospectus from the 1997 Form 10-K, have been incorporated herein in reliance
on the reports of Coopers & Lybrand L.L.P., independent accountants, given on
the authority of that firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby have been
passed upon for the Company by Theodore S. Kaplan, Esq., the Company's General
Counsel. Mr. Kaplan beneficially owns, or has rights to acquire under an
employee benefit plan of the Company, less than one percent of the Common Stock
of the Company.
5
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses estimated to be borne by the
Company in connection with the offering described in this Registration
Statement. All such expenses other than the Securities and Exchange Commission
registration fee are estimates:
Securities and Exchange Commission
registration fee........................... $37,684
Accounting fees and expenses........... 1,500(a)
Printing and/or reproduction............ 500(a)
Miscellaneous expenses.................. 316(A)
Total..................... $40,000
(a) Does not include expenses of preparing prospectus supplements and other
expenses relating to offerings of particular securities.
The Selling Stockholders will pay the fees and expenses of their own
counsel in connection with the offering described in this Registration
Statement.
Item 15. Indemnification of Directors and Officers
The Registrant's By-Laws provide for indemnification of any person who is
serving or has served as a director or officer of the Registrant, against all
liabilities and expenses incurred in connection with any action, suit or
proceeding arising out of such service to the full extent permitted under
Maryland law.
Section 2-418 of the Maryland General Corporation Law establishes
provisions whereby a Maryland corporation may indemnify any director or officer
made a party to an action or proceeding by reason of service in that capacity,
against judgments, penalties, fines, settlements and reasonable expenses
incurred in connection with such action or proceeding unless it is proved that
the director or officer (i) acted or failed to act in bad faith or with active
and deliberate dishonesty, (ii) actually received an improper personal benefit
in money, property or services or (iii) in the case of a criminal proceeding,
had reasonable cause to believe that his act or omission was unlawful.
However, if the proceeding is a derivative suit in favor of the corporation,
indemnification may not be made if the individual is adjudged to be liable to
the corporation. In no case may indemnification be made until a determination
has been reached that the director or officer has met the applicable standard
of conduct. Indemnification for reasonable expenses is mandatory if the
director or officer has been successful on the merits or otherwise in the
defense of any action or proceeding covered by the indemnification statute.
The statute also provides for indemnification of directors and officers by
court order. The indemnification provided or authorized in the indemnification
statute does not preclude a corporation from extending other rights
(indemnification or otherwise) to directors and officers.
The Registrant's officers and directors are insured against certain
liabilities under certain policies maintained by the Registrant with aggregate
maximum coverage of $35,000,000.
The foregoing summaries are subject to the complete text of the By-Laws,
statute and policies referred to above and are qualified in their entirety by
reference thereto.
II-1
<PAGE>
Item 16. Exhibits
Exhibit
NUMBER DESCRIPTION
*1.1 - Form of Underwriting Agreement among the Company, the Selling
Stockholders and the several Underwriters listed therein.
5 - Opinion of Theodore S. Kaplan, Esq., Senior Vice President and
General Counsel of the Registrant.
23(a) - Consent of Coopers & Lybrand L.L.P., independent public
accountants.
(b) - Consent of Theodore S. Kaplan, Esq. (included in Exhibit 5).
24 - Powers of Attorney of certain directors of the Registrant (included
on signature pages hereto).
- -----------
Unless otherwise indicated, exhibits were previously filed.
* To be filed by amendment or by Current Report on Form 8-K pursuant to the
Securities Exchange Act of
1934, as appropriate.
Item 17. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to this
Registration Statement to
(i) include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) under the Securities Act if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the Calculation of Registration Fee table in the
effective Registration Statement;
(iii) include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that the undertakings set forth in clauses (i) and (ii)
above do not apply if the information required with or furnished to the
Commission to be included in a post-effective amendment by those clauses is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
II-2
<PAGE>
1934 that are incorporated by reference in this Registration Statement;
(2) that, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference herein shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baltimore, State of Maryland, on the 5th day of
June, 1998.
LEGG MASON, INC.
By:/s/ RAYMOND A. MASON
--------------------------
Raymond A. Mason
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE
DATE
--------- -----
- ----
<TABLE>
<CAPTION>
<S> <C> <C>
/S/ RAYMOND A. MASON Chairman of the Board, President June 5, 1998
___________________________ and Chief Executive Officer
Raymond A. Nelson (Principal Executive Officer)
/S/ F. BARRY BILSON Vice President - Finance June 5, 1998
- ---------------------------- (Principal Financial and
F. Barry Bilson Accounting Officer)
/S/ HAROLD L. ADAMS * Director June 5, 1998
- ----------------------------
Harold L. Adams
/S/ CHARLES A. BACIGALUPO * Director June 5, 1998
- ----------------------------
Charles A. Bacigalupo
II-4
<PAGE>
[SIGNATURES CONTINUED]
/S/ JAMES W. BRINKLEY * Director June 5, 1998
- ----------------------------
James W. Brinkley
/S/ EDMUND J. CASHMAN, JR.* Director June 5, 1998
- ----------------------------
Edmund J. Cashman, Jr.
/S/ HARRY M. FORD, JR. * Director June 5, 1998
- ----------------------------
Harry M. Ford, Jr.
/S/ RICHARD J. HIMELFARB* Director June 5, 1998
- ----------------------------
Richard J. Himelfarb
/S/ JOHN E. KOERNER, III * Director June 5, 1998
- ----------------------------
John E. Koerner, III
/S/ JOHN B. LEVERT, JR. * Director June 5, 1998
- ----------------------------
John B. Levert, Jr.
/S/ W. CURTIS LIVINGSTON * Director June 5, 1998
- ----------------------------
W. Curtis Livingston
/S/ EDWARD I. O'BRIEN * Director June 5, 1998
- ----------------------------
Edward I. O'Brien
/S/ PETER F. O'MALLEY * Director June 5, 1998
- ----------------------------
Peter F. O'Malley
/S/ NICHOLAS J. ST. GEORGE * Director June 5, 1998
- ----------------------------
Nicholas J. St. George
II-5
<PAGE>
[SIGNATURES CONTINUED]
/S/ ROGER W. SCHIPKE * Director June 5, 1998
- ----------------------------
Roger W. Schipke
/S/ MARGARET DEB. TUTWILER * Director June 5, 1998
- ----------------------------
Margaret DeB. Tutwiler
/S/ JAMES E. UKROP * Director June 5, 1998
- ----------------------------
James E. Ukrop
/S/ WILLIAM WIRTH * Director June 5, 1998
- ----------------------------
William Wirth
*By:/S/ RAYMOND A. MASON
------------------------
Raymond A. Mason
Attorney-in-fact
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
*1.1 - Form of Underwriting Agreement among the Company, the Selling
Stockholders and the several Underwriters listed therein.
5 - Opinion of Theodore S. Kaplan, Esq., Senior Vice President and
General Counsel of the Registrant.
23(a) - Consent of Coopers & Lybrand L.L.P., independent public accountants.
(b) - Consent of Theodore S. Kaplan, Esq. (included in Exhibit 5).
24 - Powers of Attorney of certain directors of the Registrant
(included on signature pages hereto).
- ------------
Unless otherwise indicated, exhibits were previously filed.
* To be filed by amendment or by Current Report on Form 8-K pursuant to the
Securities Exchange Act of 1934, as appropriate.
<PAGE>
